Industrial Investment Trust Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the Eighty Sixth Annual Report of the Company, together with the Audited Statements of Accounts for the year ended March 31,2019.

Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

Rs. in 000

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2019 31/03/2018 31/03/2019 31/03/2018
Total Income 261,229.22 225,490.31 233,566.97 93,462.14
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (440,269.33) (286,521.75) (13,449.38) (343,821.36)
Finance Charges - 6.60 683.76 2,277.17
Depreciation 597.53 624.85 694.34 5,427.75
Exceptional Items - - - 96,078.14
Provision for Tax (including for earlier years) / Deferred Tax (98.15) (28,949.82) 2,807.74 (29,200.79)
Net Profit/(Loss) After Tax (440,768.71) (258,203.38) (17,635.22) (418,403.63)
Other comprehensive income for the year (183.37) (1,083.71) (132.70) (1,118.84)
Total Comprehensive income for the year (440,585.34) (257,119.67) (17,502.52) (417,284.79)
Profit/(Loss) brought forward from previous year 54,738.31 311,857.98 (1,041,839.05)* (171,130.21)
Share in Profit / (Loss) for Associate for the year

-

-

(444,763.38) (428,754.10)
Share in Profit / (Loss) Attributable to Minority interest

-

-

-

5,370.26
Profit / (Loss) carried to Balance Sheet (385,847.03) 54,738.31 (1,504,104.95) (1,011,798.84)
From this, the Directors have transferred to:
Special Reserve - - - -
General Reserve

-

-

-

-

Capital Redemption Reserve - - - -
Leaving a balance to be carried forward (385,847.03) 54,738.31 (1,504,104.95) (1,011,798.84)

* includes impact on new Indian Accounting Standard application.

Previous year figures have been regrouped / rearranged wherever necessary.

The Company alongwith its subsidiaries, associates and joint ventures have adopted the Indian Accounting Standards (Ind AS) for FY 2018-2019. This involves giving Ind AS compliant comparatives for FY 2017-2018 and as at April 01, 2017 — being the date of transition. Accordingly, figures for previous years / periods, have been recast as per the new accounting standards.

Results of operations and state of Companys affairs

During the year, the Company has incurred pre-tax Loss of Rs 4408.67 lakhs as compared to pre-tax loss of Rs 2871.53 lakhs in the previous year. The Revenue from operations during the year was Rs 2611.77 lakhs compared to Rs 2239.03 lakhs in the previous year. The increase in Income is on account of reversal of NPA due to recovery of loans. The Company has provided loss on fair value changes of Rs 5612.36 lakhs in the current year and an impairment on financial instruments of Rs 1010.59 lakhs during the year compared to Rs 4105.54 lakhs in the previous year.

The Reserve Bank of India (RBI) vide its Letter dated June 25, 2018 has prohibited the Company from expanding its credit /investment portfolio other than investment in Government Securities till Net NPAs are brought down to below 5%. The Company submits its action plan to RBI on the position of NPAs and recoveries from time to time.

Business Overview

The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non- Banking Financial Company (NBFC). It is a Systemically Important Non-Deposit taking NBFC. It is primarily a Holding Company, holding investments in its subsidiaries and other group Companies and joint ventures. The activities of the Company comprises of Investment in equity shares quoted as well as unquoted, units of mutual funds, Fixed deposits with renowned Banks, Inter-Corporate Deposits and Loans to its Group Companies / entities. The Committee of Investments / Loans and Risk Management is entrusted with the power to make investments and grant loans and the Board of Directors is apprised of the investments of the Company and monitors the deployment of resources on regular basis.

The details of the Companys investments and analysis of securities held are given in Note 7 to the Balance Sheet as on March 31, 2019. The loans to subsidiaries and other entities within the group and interest income are disclosed in Note 6 and Note 23 to the Balance Sheet and Statement of Profit and Loss respectively as on March 31, 2019.

Material changes and commitments occurred after the close of the year till date of this report which affects the financial position of the Company

There were no material changes and commitments occurred after the close of the year till date of this report which affects the financial position of the Company.

Dividend

In view of losses incurred by the Company, your Directors have not recommended any dividend for the financial year 2018-2019.

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Change in Capital Structure

During the year, the Company has not issued any shares or convertible securities. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

As on March 31,2019, the issued, subscribed and paid up share capital of your Company stood at Rs 22,54,75,500/-, comprising 2,25,47,550 Equity Shares of Rs 10/- each.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is appended as Annexure 1.

Additionally, the Annual Return of the Company has been placed on the website of the Company and can be accessed at http:// www.iitlgroup.com/newStatic/Reports/Annual_Return.pdf

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2018-19, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and the Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, associate and joint venture companies, as approved by their respective Board of Directors.

Subsidiary, Associate and Joint Ventures Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient features of the financial statement of companys subsidiaries, associate and joint venture Companies is given as Annexure 2.

Brief particulars about the business of each of the Subsidiaries and Joint Venture / Associate Companies is given hereunder:-

Subsidiary Companies:

a. IIT Investrust Limited (IITIL)

IITIL is into Stock Broking and Depository facilities. Besides that, IITIL also provides Advisory and Consultancy services to various Body Corporates.

In June 2019, IITIL has made application to BSE Limited and National Stock Exchange of India Limited for voluntary closure of Stock Broking business and surrender of membership with the Exchanges.

The total income of the Company for the year ended on March 31, 2019 is Rs 114.30 lakhs as compared to Rs 113.76 lakhs in the previous year. This has resulted in pre-tax profit of Rs 81.97 lakhs for the year as against the pre-tax profit of Rs 73.59 lakhs for the preceding year.

b. IITL Projects Limited - (IITLPL)

IITLPL is listed on BSE Limited.

IITLPL is engaged in Real Estate business, construction of residential complex in the National Capital Region (NCR). It has acquired a plot of land on long term lease, under Builders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority (GNIDA).

Apart from constructing its own project, IITLPL is also engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company alongwith SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

Project developed by the Company:

Express Park View I: This project is completed and the flats are being allotted to the buyers.

Projects being developed by the Company jointly with SPVs:

1) The Hyde Park

2) The Golden Palms

3) Express Park View-II: The firm has made an application for partial surrender of project land as provided under Project Settlement Policy (PSP) and the same has been accepted by Greater Noida Industrial Development Authority (GNIDA) which would be processed as per the terms and conditions of PSP.

4) The Golden Palm Village: The firm has made an application under Project Settlement Policy (PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) for partial surrender of project land, which is principally accepted by YEIDA and the application is under process with them for final disposal and has also temporarily suspended the operations due to subdued market conditions. No communication has been received from the Authority till date.

The total Income of IITLPL for the year ended on March 31, 2019 is Rs 103.30 lakhs as compared to previous year which was Rs 411.96 lakhs on account of slowdown in real estate market besides substantial other income recognised in the previous year.

On consolidation basis, the income of the Company declined to Rs 73.30 lakhs as compared to Rs 381.96 lakhs in the previous year and loss accounted to Rs 1,548.41 lakhs in the current year as compared to Rs 1,180.22 lakhs in the previous year. Total comprehensive income for the F.Y 2018-19 is negative Rs 1547.88 lakhs as compared to negative Rs 1179.61 lakhs in the previous year.

c. I IT Insurance Broking and Risk Management Private Limited (IIT Insurance)

I IT Insurance had filed an application with Insurance Regulatory and Development Authority of India (IRDAI) for renewal of the Direct Broker License for Category (Life and Non-Life) in September 2018.

IRDAI vide its Letter dated November 27, 2018 granted Renewal of Direct Insurance Brokers License under Certificate of Renewal of License No. 398 for a period of three years with effect from October 20, 2018 to October 19, 2021.

The total number of operational offices at the year end stood at 2.

The Companys revenue of operations for the financial year ended March 31, 2019 was 34.76 lakhs as compared to the revenue of 39.89 lakhs during the previous year. The Company incurred a net loss of 27.34 lakhs as against the net loss of 115.00 lakhs during the previous year.

d. IITL Corporate Insurance Services Private Limited (ICISPL)

In January 2014, the Company had incorporated a wholly owned subsidiary viz. IITL Corporate Insurance Services Private Limited (ICISPL) for undertaking the business of corporate agency (for category Life) of Future Generali India Life Insurance Company Limited (FGILICL).

However, subsequent to withdrawal of application for undertaking Corporate Agency business (Category: Life), ICISPL has not commenced any business till date.

The Company had a gross income of 0.42 lakhs for the financial year ended March 31, 2019 from Interest on Fixed Deposits and Loans compared to 0.37 lakhs in the previous year. The Companys net loss before tax is 5.15 lakhs during the financial year (Previous year 1.60 lakhs).

Joint Venture / Associate Companies:

a. Future Generali India Life Insurance Company Limited (FGILICL), a Joint Venture:

In the year 2013, the Company had made an investment of Rs 340 Crores in Future Generali India Life Insurance Company Limited to acquire 22.5% of its equity capital. Subsequent to the acquisition, FGILICL is a joint venture of the Company.

Between August 2016 to June 2019, FGILICL has made nine Rights Issues. The Company did not subscribe in any of the Rights Issues. Subsequent to Rights Issues, the Companys equity stake reduced from 22.50% to 17.73% as on March 31, 2019 and further reduced to 17.31% in June 2019.

b. World Resorts Limited (WRL), an Associate Company:

WRL is into the business of hospitality and owns and operates a Deluxe Five Star Resort by the name "Golden Palms Hotel & Spa", Off. Tumkur Road, Bangalore.

MRG Hotels Private Limited, a wholly owned subsidiary company has been amalgamated with its Holding Company, World Resorts Limited vide Order dated 07.02.2019 issued by the Regional Director (South East Region), Ministry of Corporate Affairs, w.e.f. April 01,2018.

Internal financial controls and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

M/s Sheetal Patankar & Co., Chartered Accountants, a consulting/ audit firm were appointed for determining the adequacy and operating effectiveness of the existing Internal Financial Controls over Financial Reporting of the Company on behalf of the management.

They have observed that there are no material weaknesses in the financial controls of the Company. Based on the above, management believes that adequate internal financial controls exist in relation to its Financial Statements.

Directors and Key Managerial Personnel

Appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 12, 2019 had appointed Mr. Milind S. Desai as an Additional Director in the category of Independent Director with effect from February 12, 2019. We seek your confirmation for appointment of Mr. Milind S. Desai as an Independent Director for a term upto five consecutive years with effect from September 21, 2019 up to the 91st Annual General Meeting of the Company to be held in 2024 for the year ended March 31, 2024.

Mr. Venkatesan Narayanan upon completion of his first term of appointment for five years as Independent Director is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by special resolution. Mr. Venkatesan Narayanan has given his consent for re-appointment and have confirmed that he still retains his status as an Independent Director and that he does not suffer from any disqualifications for appointment. The proposal for his re-appointment is based on the evaluation of his performance carried out by the Board other than the Director being evaluated.

The Company has received Notice in writing from Members under Section 160 of the Act proposing the candidature of Mr. Venkatesan Narayanan and Mr. Milind S. Desai for the office of Independent Directors of the Company.

Retiring by Rotation

In accordance with the Articles of Association of the Company, Mr. Bipin Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Familiarisation Programme

The Company conducts suitable familiarisation programme for Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentations on financial statements and other relevant data. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing regulations and RBI regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of the familiarisation programme have been disclosed and updated from time to time on the Companys website and its weblink is http://www.iitlgroup.com/newStatic/AboutUs.aspx.

Meetings of the Board

Seven meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(a) In preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2019 and loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from M/s Chandanbala Jain & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior management employees

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is uploaded on the Companys weblink viz. http://www.iitlgroup.com/ newStatic/Nomination_Remuneration_Policy.pdf.

Related Party Transactions

The Company has laid down a Related Party Transaction (RPT) Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Companys weblink viz. http:// www.iitlgroup.com/newStatic/Related_Party_Transaction_Policy.pdf.

All Related Party Transactions are placed before the Audit Committee and also the Members / Board for their approval, wherever necessary.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note 40 to the Standalone Financial Statements forming part of this report.

All RPTs entered during the financial year by the Company are in ordinary course of business and on an arms length basis. Particulars of material contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Directors Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is disclosed on the Companys website http://www. iitlgroup.com/newStatic/Corporate_Social_Responsibility_Policy.pdf.

As part of CSR initiative, your Company during the financial year 2018-2019 made total contribution of Rs 2,00,000/-, which was given to Tara Sansthan, an oldage home rendering services to widows, helpless aged people, for eye-ailments and cataract surgery, supply of ration package to the aged people every month as prescribed under Schedule VII of the Companies Act, 2013.

The report on CSR activities is attached as Annexure 4 to this Report.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 5 and forms an integral part of this report.

Annual Secretarial Compliance Report

M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No. 6400) have submitted Annual Secretarial Compliance Report for the financial year 2018-19 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder and the same was submitted to stock exchanges within 60 days of the end of the financial year.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodies corporates or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

Capital Adequacy Ratio

Your Companys Capital to Risk Assets Ratio (CRAR) calculated in line with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("RBI Directions") stood at 73.47% above the regulatory minimum of 15%. Your Companys asset size is Rs 461.90 crores. The Company has received a certificate from the Auditors of the Company, M/s. Chaturvedi & Shah LLP, Chartered Accountants, pursuant to Non-Banking Financial Companies Auditors Report (Reserve Bank of India) Directions, 2008 confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: Not Applicable

(B) Technology absorption: Not Applicable

(C) Foreign exchange earnings and Outgo: During the year under review, the Company did not earn any foreign exchange. Expenditure in foreign currency equivalent to Rs 2,42,060/- was incurred towards business purpose.

Risk Management

The Company has formulated a Risk Management Policy. The Company through the Committee for Investments / Loans and Risk Management identifies, evaluates, analyses and prioritise risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Boards review and necessary action.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz http://www.iitlgroup.com/newStatic/ Vigil_Mechanism_Whistle_Blower_Policy.pdf.

Evaluation of the Board, its Committees and individual Directors

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2018-2019 was initiated by the Nomination and Remuneration Committee, by sending out questionnaires designed for the performance evaluation of the Directors, Committees, Chairman and the Board as a whole. The Committee also forwarded their inputs to the Board for carrying out the Performance Evaluation process effectively.

In terms of provisions of Companies Act, 2013 and Schedule II - Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual performance evaluation of its own including the various Committees and individual Directors with a detailed questionnaire covering various aspects of the Boards functioning like, composition of Board and its Committees, Board culture, performance of specific duties and obligations.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. Based on the feedback received from the Independent Directors and taking into account the views of Executive Directors and the Non-Executive Directors, the Board evaluated its performance on various parameters such as composition of Board and its committees, experience and competencies, performance of duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, effectiveness of flow of information.

Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Chaturvedi & Shah, Chartered Accountants (Now known as M/s Chaturvedi & Shah LLP), registered with the Institute of Chartered Accountants of India under Firm registration No. 101720W / W100355, have been appointed as the Statutory Auditors of the Company for a term of five years starting from the conclusion of 84th Annual General Meeting held on September 23, 2017 till the conclusion of the 89th Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of their appointment by the members at every AGM held after this AGM).

As per the amended provisions of the Companies Act, 2017 notified on 07.05.2018, Company is not required to ratify the appointment of auditors at every Annual General Meeting, therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have carried out Statutory Audit and the Notes on financial statement referred to in the Auditors Report issued by them are self-explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors Report does not contain any qualification, reservation or adverse remark.

Significant and material orders passed by the regulators

During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.

Transfer of Unclaimed Dividend amounts to Investor Education and Protection Fund

In terms of Rule 5(4) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, a sum of 5,80,167/- lying with the Company as unclaimed dividend for the year 2010 - 2011 i.e. for a period of seven years from the date they became due for payment, were transferred during the period under review to the Investor Education and Protection Fund. Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 21, 2018), with the Ministry of Corporate Affairs.

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more

According to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred 10,745 Equity shares to IEPF account as per the requirements of the IEPF rules. The details are available on our website, at http://www.iitlgroup.com/ newStatic/Reports/Equity-shares-of-last-seven-years-transferred- to-IEPF-on-or-before-November-01-2018.pdf

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuanl to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

S. No. Name of Director / KMP and Designation Remuneration of Director/ KMP for financial year 2018-19 (in Rs) % increase in Remuneration in the financial year 2018-19 Ratio of remuneration of each Director / to median remuneration of employees
1 Dr. B. Samal, Executive Chairman 55,32,000 0% 11.65
2 Mr. Bipin Agarwal, Non Executive Director 3,60,000 (Sitting fees) 20% 0.76
3 Mr. Venkatesan Narayanan, Independent Director 8,10,000 (Sitting fees) 17% 1.71
4 Mr. Deb Kumar Banerjee (LIC Nominee), Non Executive Director 3,90,000 (Sitting fees) (13%) 0.82
5 Ms. Sujata Chattopadyay 2,10,000 (Sitting fees) Not Applicable 0.44
6 Mr. Milind S. Desai @ 1,80,000 (Sitting fees) Not Applicable 0.38
7 Mr. Subhash Bhargava, Independent Director $ 4,80,000 (Sitting fees) Not Applicable 1.01
8 Ms. Cumi Banerjee, Chief Executive Officer & Company Secretary 33,51,000 2% Not Applicable
9 Mr. Hemang Ladani # 10,84,300 Not Applicable Not Applicable

$ Mr. Subhash Bhargava resigned as Director w.e.f. 31.12.2018

@ Ms. Milind S. Desai was appointed as Additional Director w.e.f. 12.02.2019

# Mr. Hemang Ladani was appointed as Group Chief Financial Officer by Board w.e.f. 20.04.2018

Note: The remuneration to Directors includes sitting fees paid to them for the financial year 2018-19.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2018-2019 was Rs 4,74,933/-.

ii) Median remuneration of employees of the Company during the financial year 2017-2018 was Rs 4,16,776/-. In the financial year, there was an increase of 13.95% in the median remuneration of employees.

iii) There were 11 confirmed employees on the rolls of the Company as on March 31, 2019.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018-19 was 0.06% whereas the increase in the managerial remuneration for the same financial year was 0.58%. (This excludes the salaries of the newly joined and resigned employees during the same financial year).

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

3. Details relating to deposits covered under Chapter V of the Act.

4. The provisions of section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under section 148(1) of the Act.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public.

Disclosures under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints. ICC has not received any complaints during the financial year 2018-19.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors thank the bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments and other statutory authorities / regulators for their continued support.

For and on behalf of the Board
Industrial Investment Trust Limited
Dr. B. Samal
Date : August 19, 2019 Chairman
Place : Mumbai (DIN: 00007256)